694702-1875-Bills-read-first-time-Appropriation-1876-Compilation-of-Ordinances-Extradition-Rating-Crown-Remedies-Companies-Amendment- — Page 16

THE HONGKONG GOVERNMENT GAZETTE, 28TH AUGUST, 1875.

half of the company by any person acting under the express or implied authority of the company, and such contract may, in the same way, be varied or discharged. And all contracts made according to the provisions herein con- tained shall be effectual in law, and shall be binding upon the company and their successors and all other parties thereto, their heirs, executors, or administrators, as the case may be.

Meetings.

J

shall

within four months after

XXXVI. Every company formed under the principal Ordinance, Company to after the commencement of this Ordinance, shall hold a general hold meeting meeting within four months after its memorandum of association is registered; and if such meeting is not held, the company registration. be liable to a penalty not exceeding twenty-five dollars a day for [sec. 39]. every day after the expiration of such four months, until the meet- ing is held; and every director or manager of the company, and every subscriber of the memorandum of association, who know- ingly authorises or permits such default, shall be liable to the same penalty.

Winding-up.

XXXVII. Whenever any compromise or arrangement is propos- To facilitate ed between a company, which is in course of being wound up, and compromises

in winding-up. its creditors or any class of its creditors, the court upon the appli- 133 & 34 Vic. cation in a summary way of any creditor, or of the liquidator, may, c. 104]. in addition to its other powers, order that a meeting of such cre- ditors or class of creditors be summoned in such manner as the court directs, and if at such meeting a majority in number, present in person or by proxy, and representing three-fourths in value of such creditors or class of creditors, agree to any compromise or arrangement, such compromise or arrangement, if sanctioned by an order of the court, shall be binding on all such creditors or class of creditors, and on the liquidator and contributories of the com- pany.

in

when not

qualified to present

XXXVIII. No contributory of a company under the principal Contributory Ordinance shall be capable of presenting a petition for winding-up such company unless the members of the company are reduced number to less than seven, or unless the shares in respect of which winding-up he is a contributory, or some of them, either were originally allot- petition. ted to him, or have been held by him, and registered in his name, [30 & 31 Vic. for a period of at least six months during the eighteen months c. 131 s. 40]. previously to the commencement of the winding-up, or have de- volved upon him through the death of a former holder:

Provided that where a share has, during the whole or any part of the six months, been held by or registered in the name of the wife of a contributory either before or after her marriage, or by or in the name of any trustee or trustees for such wife, or for the contributory, such share shall, for the purposes of this section, be deemed to have been held by and registered in the name of the contributory.

nies to alter

XXXIX. Nothing in this Ordinance contained shall empower Not to em- any company to alter any provision contained in any Ordinance power compa- relating to the company; or, without the sanction of the Governor, provisions of to alter any provision contained in any Letters Patent relating to the company.

any Ordinance or Letters Patent.

[sec. 47].

XL. This Ordinance shall commence and take effect on a day Commence- to be hereafter proclaimed by the Governor.

ment.

349

Statement of Objects and Reasons.

The whole of this Ordinance, except section XXXVII, is taken from an Act of the Imperial Parliament passed in 1867, and is introduced at the present time at the request of a local company, which is desirous of acquiring the power of subdividing its shares as, upon the passing of this Ordinance, will be possible by sections XIX and XX.

Section XXXVII is adopted from a short Imperial Act passed in 1870, for facilitating compromises and arrangements between the liquidators and creditors of companies that are being wound up, and is introduced in order to place Colonial companies upon the same footing as companies formed and worked under the English

statutes.

Several sections of the Act of 1867 have been omitted, which, as dealing with the county courts, have no application in the Colony. Section XXXVIII is also omitted, as it appears to be scarcely necessary, having regard to the circumstances of the Colony. The rest of the Act has been included in this Ordinance without in section change, except by inserting the word "hereafter' XXXV, so as to avoid any appearance of dealing with con- tracts that may have been made before the passing of the Or- dinance.